


got no reason, got no rhyme (you better get me to school on time)

by amycarey



Category: Once Upon a Time (TV)
Genre: Alternate Universe - School, Alternate Universe - Teachers, Based on a Musical, Bickering, But not The Sound of Music, F/F, Just in case that isn't clear from the tags, Music, precocious children
Language: English
Status: Completed
Published: 2017-02-11
Updated: 2017-03-15
Packaged: 2018-09-23 14:51:14
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 17,239
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9662117
Author URL: https://archiveofourown.org/users/amycarey/pseuds/amycarey
Summary: The Lost Boys ditch her for a younger, hotter lead guitarist, and Emma Swan is adrift. Worse still, she’s struggling to make rent and risks having to move in with her former roommate—along with her husband and baby. When an opportunity presents itself to make some cash, she doesn’t think of the consequences of fraud, and finds herself pretending to be a teacher at Storybrooke Preparatory, an exclusive private school run by resident hard-ass Regina Mills. But the private school brats she’s supposed to be teaching are musical geniuses and Emma forms a desperate, ill-conceived plan to get her revenge and achieve glory.Or, the ‘School of Rock’ AU no one wanted or needed.





	1. give up your dreams

**Notes for the Chapter:**

> Primarily inspired by the stage musical of School of Rock aka (as one reviewer put it) The Sound of Music without the Nazis.

“Hey!” Emma says, packing her guitar back into its case and hoisting it up. “That was good, yeah? We sound good. Battle of the Bands, look out!”

Peter ignores her, and Felix fiddles with his drumsticks, but both of them turn to look at the lead singer (and self-styled leader of The Lost Boys, even though Emma formed the band and recruited its members—and Killian had, in fact, been the third of the four of them to be inducted). Killian has his own guitar strapped to his back and is flirting with some tiny blonde whose squeaky voice has been like nails on a chalkboard in Emma’s brain throughout the whole rehearsal.

(She’s the flavour of the week, Killian’s latest in a string of pretty blondes who are in thrall to the idea of a boy in a rock band. Emma remembers those heady days, when she’d fallen for his dubious charms.)

“Uh, boss?” Peter calls out.

Killian looks over at them, smirks, and ambles across. “Good practice, lads,” he says. “Pete, a little heavy on the bass sometimes, and Felix, watch the cymbals.”

“And me?” she asks. _Pathetic_ , her inner voice sneers at the hopeful, fluttery tone in her voice. She can’t help it though; there’s something about him that makes Emma crave his approval.

“Yeah.” Killian shifts from one foot to the other, adjusts his leather pants. “Swan, babe. You’re out of the band.”

For a moment, everything is blank. She can feel, rather than see, Felix and Peter shuffle into the background. She hears the blood rushing to her ears, a harsh, pounding sound. Spots dance in front of her eyes. “I’m sorry,” she says. “Could you repeat that, please? I thought you said I was out of the band.”

“Look, Em,” Killian says, placing arm around her shoulder. “You just don’t fit the image we’re going for. You’re too… old.”

“I’m five years younger than you,” she says, shrugging his hand away.

“It’s different for men,” he says, and she wants to punch his patronising face. “Tink over there—” the tiny blonde waves over at them “—fits our aesthetic much better.”

“What’s that then? Jailbait?” Emma snarls. “Killian, I founded this band. I love it more than anything in the world. It’s my life.” She can feel herself start to plead now and she hates herself for it.

“Em—“

“Don’t you dare fucking call me that,” she says, furious. “Well, _fine_. Awesome. I wish you the very best of luck at Battle of the Bands. I hope you all get genital herpes!” She swings her guitar over her shoulder, narrowly missing smashing Killian in the face, and storms out.

“Gosh,” she hears Tink say as she storms out. “I hope I’m not that bitter when I get old.”

The bug doesn’t start the first try. “Useless piece of junk,” she mutters, twisting the key again and hitting the dash with her other hand. “Won’t even give me the decency of a dramatic departure.” The motor finally roars to life, and she pulls out, knocking Killian’s motorcycle over as she goes.

Driving calms her rage enough for despair to sink in. She’d started The Lost Boys five years ago, and she can’t imagine her life without rehearsals, without the adrenaline of playing. They’d never done better than late night spots in sleazy bars, but it’s not about fame or fortune. It’s about the music; it’s about the thrill of getting up on stage and making people’s lives better. Besides, Battle of the Bands is supposed to change all that. She’s put together an amazing set. They’re at the top of their game musically. And that asshole with his faux cockney accent (and she knows Killian went to some snooty private school back in Britain from his Facebook feed full of double-barrelled surnames and barristers) and skeezy pirate aesthetic is going to screw with that.

Well, fuck him!

She storms up three flights of stairs and unlocks the doors to the blissful serenity of her own, silent apartment. She flicks the light switch. Her own, silent, pitch black apartment.

Shit.

***

“Come in, Emma!” Mary Margaret Blanchard says, beaming. “We haven’t seen you in ages!”

Emma slouches into the loft apartment where she’d rented a room up until a year ago. Mary Margaret tends only to speak in exclamation marks, so permanently cheerful that Emma wouldn’t be surprised to find her communicating with birds like some twee Disney princess. “Yeah, well,” she says. “Power’s out in my building.” _Or apartment_.

“Again?” Mary Margaret asks. “Oh, poor baby! I’ve got macaroni and cheese in the oven. David!”

If Mary Margaret’s a Disney princess, her husband, David, is her Prince Charming. He appears from upstairs, baby in his arms. “Emma, hey! Didn’t know you were coming round. Did I know you were coming round?” Mary Margaret shakes her head. “Neal, say ‘hi’ to your aunty Em.”

The baby gurgles and blows a spit bubble at her. Emma gives it a half-hearted grimace. It’s not that she doesn’t like kids—they’re fine, whatever—but she doesn’t really see the big deal about babies. Also, this one stole her bedroom, the little free-loading bastard. “Hey, buddy,” she says though, and dutifully takes him from David who moves to help Mary Margaret in the kitchen. “I’m not really your aunty,” she adds sotto voce in the gooey baby voice Mary Margaret favours when speaking to the kid. Neal grabs a handful of her hair, tugs and chortles gleefully.

“You know, that building you’re in doesn’t seem to be well-maintained,” Mary Margaret calls from the kitchen. “You should talk to the super.”

“Yeah, well,” Emma says, jiggling Neal. “It’s more my _apartment_ really.”

“You didn’t forget to pay electricity again, did you?” David asks, as Mary Margaret says, “Oh Emma!” in tones of such abject disappointment.

She’d promised herself a long time ago (when she moved out of the loft, in fact, because a loft apartment with a couple is bad enough but when you add a baby to the mix it’s just hell on earth) that she’d never deal with roommates again. _Emma Swan_ , she’d told herself, _is a lone wolf._ But she’s been so busy with the band, she’s lost track of her actual job, hunting down bail jumpers, and the money has been sporadic and unreliable. “It’s no big deal,” she says. “I was short a bit this month is all.”

“But you bought a new guitar,” David says. He takes Neal from her and settles him in his high chair.

“That’s an _investment_ ,” Emma replies, sitting down at the worn kitchen table, “in my future.”

“Maybe you should look for something more permanent,” Mary Margaret suggests. She ladles macaroni onto Emma’s plate and Emma digs in.

“Yeah,” she says through mouthfuls, though it’s noncommittal.

“I mean, I work as a substitute teacher,” she continues, “but I still have time for my crafting!”

“Can we just not talk about it?” Emma asks, and she’s embarrassed to find there’s a catch in her voice, the food sticking in her throat. “It’s been kind of a rough day.”

“Of course, honey,” Mary Margaret says, leaning over and resting her hand on Emma’s forearm. The sympathy is kind of overwhelming, to be honest, but she’d probably consider it rude if Emma shrugged off her touch. “And,” she adds more cheerfully, “you can always move back in here if you need to!”

“Thanks,” Emma says, though she’s screaming internally.

She ends up falling asleep on their couch, pretending not to notice when Mary Margaret pulls a crocheted blanket over her. She dreams of faceless figures chasing her for money, of sharing a bedroom with baby Neal, of Killian, wearing a Captain Hook costume of all things, and smirking. “Old, dried up, useless,” he taunts.

She wakes to sunlight pouring through the high windows and the sound of a phone ringing. “Ugh,” she mutters and tries to muffle the sound with a pillow, but it’s insistent and right by her head.

She answers it. “Yeah?” she grunts down the line.

“That’s quite a way to answer the phone,” the voice at the end of the line says.

She is so _not_ in the mood for a lesson on phone etiquette. “Can I help you?”

“Yes,” the voice continues. “This is Regina Mills, principal at Storybrooke Preparatory School. I am aware this is very short notice but one of our sixth grade teachers has had a rather bad accident and we need a substitute for the rest of the semester. Is Mary Margaret Blanchard available?”

She’s not sure what makes her do it, it’s madness really, but in that moment the idea of being forced back into living with the sickliest couple this side of Maine and their horrible child is untenable. Besides, she’s always figured substitute teachers are just glorified babysitters. “This is she,” she says. “When do you need me?”

There’s a pause, but eventually the woman—Regina—responds. “Monday. The school day starts at nine, Ms Blanchard. Meet me in my office and we will discuss expectations.”

“Great,” Emma says. “Awesome!”

“Yes,” Regina Mills says, and Emma doesn’t think she’s imagining the dubious tone to the woman’s voice. “Well.” There’s a click and the sound of the dial tone at the end of the line.

For one long moment she stares at the phone in horrified disbelief. “Oh God,” she murmurs. This is a disaster. This is _possibly illegal_ disaster. Mary Margaret is going to kill her. Momentarily, she considers telling her, admitting to what she’s done, but Mary Margaret already has a subbing gig this week at the elementary school around the corner from the loft. Declining the job after accepting would make her seem flaky.

Besides, Emma thinks. How hard can teaching be? She’s seen _Dead Poet’s Society_ at least five times; seems like it’s mostly telling kids to ‘carpe diem’ and rise up against The Man. She’s, like, an expert at that.

She grins. She’ll ace this.

***

 _Why would anyone leave such a prime parking space free?_ she wonders, pulling the bug in next to a black Mercedes right at the front entrance to Storybrooke Preparatory School. She gulps, looking up at the grand building and tugging at the collar of her one shirt that isn’t sheer or torn or emblazoned with a band logo.

Storybrooke Preparatory is big and built from some sort of fancy grey stone and looks like a country manor house from one of those period dramas Mary Margaret likes so much. It’s also, she realises as she walks through the front entrance, creepily silent. Emma’s memories of school are of constant noise, kids pushing each other, laughter, yelling, teachers barking at people to ‘stop shoving’ or ‘get down from the lockers’. There’s no graffiti anywhere either; instead the hall is lined with framed portraits and glass cases holding trophies and shields.

_Rich douchebags._

She pushes open a door labelled front office and is confronted with more polished wooden surfaces. “Can I help you?” the receptionist asks, looking down her long nose at Emma.

“Hey,” she says. “I’m here for the teaching gig. Sixth grade. Some lady called Regina’s expecting me.”

“You’re _late_ ,” the receptionist says, pushing ginger curls over one shoulder. Emma looks down at the plaque on her desk, reads ‘Zelena Greene’ and fights an urge to laugh at the name.

“Nine o’clock, right?”

A voice sounds from behind her. “Generally one expects teachers—even substitutes—to arrive _prior_ to the class starting.” Emma turns and finds herself face to face with a goddess wearing a sensible pantsuit and a frown. She’s tiny, her short dark hair flicking out at the ends as if in irritation and brown eyes flashing. “Ms Greene, please inform Ms Álvarez that the substitute will be along shortly. Ms Blanchard, I assume?”

“You must be Regina,” Emma says cheerfully, holding out a hand.

Regina Mills takes it. Her nails are cut short, her palms soft and cool, and she pulls her hand swiftly away. “I prefer my subordinates address me as Ms Mills,” she says, her gaze drifting from Emma’s scuffed leather boots, up her legs encased in her best black jeans and to the shirt that, looking down, Emma now realises she’s done a kind of crappy job of ironing. She squirms but she’ll be damned if she lets this woman get the better of her.

“Okay, Regina,” Emma says easily. “Also, I know this wasn’t on my résumé but my preferred name is Emma Swan.”

Regina raises an eyebrow at this. “Explain.”

“I’m a foster kid,” Emma says. “Well, was, though I guess ‘once a foster kid, always a foster kid’, right?” She’s aware she’s rambling, can’t stop it. Regina taps her left foot against the linoleum. She’s wearing these killer heels and also (Emma’s pretty sure) stockings, which is kind of an embarrassing turn-on for her. “Anyway, I was christened by nuns, but Mary Margaret is an embarrassing mouthful of a name and Blanchard sounds like a white supremacist trying to be fancy and, well…”

Regina raises a hand. “I think I get the idea, thank you,” she says. “Please, follow me.”

As they walk, Regina goes over the rules of Storybrooke Preparatory, which are numerous and, occasionally, ludicrous. “Students have their music and arts programme every Monday, Wednesday and Friday afternoon, and physical education on Thursday mornings. Those will be your non-contact times.”

“Sure, great,” Emma says, already pencilling in this time internally as a chance to write lyrics.

“I suggest you read the handbook,” Regina says, handing her a hefty volume, “so you can familiarise yourself with the uniform code and discipline procedures.”

“I mean, I’m sure they won’t be a problem,” Emma says. “Rich kids, right?”

Regina stops, turns to face her. “Ms Swan,” she says and there is no sense of humour glimmering in the depths of that frown. “The parents at this institution pay a great deal of money to send their children here. They expect perfection from us. I am certainly hoping I will not have a problem with you.”

“No problems,” Emma says. “None at all.”

Regina doesn’t seem convinced, but stops outside the classroom. “This is your room,” she says, and reaches for the door handle. “Oh, and Ms Swan?”

“Yeah?”

“There’s a section in the handbook on staff dress code and protocols,” she says. “Please study that particularly carefully.” She opens the door. Immediately, all sound ceases and the children at the desks stand in unison.

“Good morning, Ms Mills,” they chorus.

“Yikes,” Emma mutters.

Regina throws her a sharp look, but strides forward, gesturing for Emma to follow her to the front of the room, where a woman with dark curls tightly drawn back into a bun is standing. “Thank you, Ms Álvarez,” she says, and the woman leaves, shooting Emma a reassuring smile as she does so. “6-B, please be seated.” She waits until the scraping of chair legs and shuffling sounds have stopped and all students are facing her way. “This is your replacement teacher. Her name is Ms Swan and I am certain you will show her how we do things at Storybrooke Preparatory.”

“Yes, Ms Mills,” the class chorus. Emma notices one boy towards the front left still scribbling in a notebook and a girl with a blonde ponytail sitting at the back of the class tapping out a rhythm on the surface of the desk.

“Save the percussion for music class, Miss Tillman,” Regina says and the girl stops immediately. “And Mister Mills, we pay attention when an adult is addressing the class.”

Blonde Ponytail snickers and nudges the scrawny kid beside her, and the Mills boy goes scarlet, glaring furiously at Regina. “Yes, _Mom_ ,” he snaps, and Regina stiffens, her left fist clenching and unclenching.

And, oh no. Emma realises, heart sinking, she’s teaching the principal’s kid. She’s going to last an hour before she’s found. “I’ll leave you to it,” she tells Emma. “Marian Álvarez teaches 6-A next door if you need anything.” She stalks out and Emma might be imagining it, but she thinks she pauses at her son’s desk, just for a moment, as if hoping he’ll look up.

But he doesn’t. And then Emma is alone at the front of the class.

“Okay,” she says. The group of students stare silently at her, a sea of faces she can’t imagine ever differentiating. “I’m Ms Swan.” She grabs a whiteboard marker and writes her name on the board. It’s crooked, but she’s pleased with her handwriting. Suitably teacher-y.

“That was the Smartboard,” the girl sitting front and centre says.

“Cool,” Emma says. She perches on the edge of the desk, in that casual way of cool, non-conformist teachers. “So you’re sixth graders. That means you’re, like, eleven, right?”

Smartboard Girl gives her a disbelieving look. “Are you sure you’re actually a teacher?”

Well, Emma thinks. I’ve had a good run. “What’s your name?” she asks.

“Tiana Maldonia,” the girl says, and Emma looks over at the star chart of the wall beside the board where Tiana’s name is followed by a series of cramped stars, more than anyone else in the class.

“Right, Tiana,” Emma says. “Is talking back to teachers how you earn stars in this class?”

Tiana tugs at one of her tight braids anxiously. “I’m sorry, Ms Swan,” she says.

“You don’t look much like a teacher,” Blonde Ponytail says. “I’m Ava Tillman before you ask,” she adds. “I don’t get stars.”

“She just gets detentions,” Tiana mutters.

“So,” Emma says, drawing out the sound. There is a schedule on the wall next to the star chart. “It says on the chart you’re supposed to be doing Math now. Let’s get going.”

Obediently the class pull math text books and copy books from their desks and then sit, staring at her. It’s pretty awkward and, eventually, another girl—this one with a French braid, something Emma considers needlessly upper class—raises her hand. “I’m Violet,” she says. “Are you going to teach us something?”

“Cute, Violet,” Emma says. “Just find something in the textbook that catches your interest and give it a go.”

If this had been any school Emma had ever attended, her instructions would have resulted in anarchy—or at least no math being done. Instead, this class of insufferable private school brats actually turn to pages in their textbook and work silently through problems. Emma sits down at the desk, grinning. This is going to be easier than she thought!

***

She manages to fumble through to lunchtime, spending far too much time on silent reading and showing Horrible Histories clips for humanities. Tiana and Violet leave, arm in arm, and she overhears Tiana say, “She dresses like a loose woman.”

“Uh, let’s not slut shame,” Emma says, and Violet giggles.

She’s just about to collapse back down into the chair at the front of the room when Marian Álvarez pokes her head in the door. “Are you heading to the staff room?” she asks.

“Yeah, sure,” Emma says, though she had, in fact, been intending to have a nap at her desk. Still, she should probably try and get a couple of teachers on her side since Regina Mills already seems to hate her and, besides, maybe Marian will give her some tips. “I’m Emma.”

“Marian,” Marian says and holds out a hand. “Don’t mind Ms Mills,” she adds, directing her through the winding corridors to a door labelled ‘staffroom’ and then over to a kitchen bench in the warm, worn room. “Coffee?” Emma nods and Marian pours two mugs. “Her heart’s in the right place,” she continues. “She’s just—”

“Intense?” Emma asks. “Terrifying? Anal retentive?”

Marian laughs. “Well, yes. She’s under a lot of pressure right now.”

“Parents?”

“Among other things,” Marian says. “The board weren’t too keen on hiring her. You know, Latina single mom—”

 “So Regina’s single?” Emma asks.

 Marian rolls her eyes and ignores her. “Anyway, her mother’s the head of the trustees and she twisted a few arms.” Then, she smiles. “Boring shop talk. Tell me about yourself.”

“Not much to tell,” Emma says, pulling peanut butter and jelly sandwiches from her bag and using that as an excuse to avoid talking. Marian glances searchingly at her from time to time, but their table is soon occupied by several other staff members and she is quickly distracted by the very cute, very buff gym teacher who sits down across from Emma.

 “I teach 6-B for gym,” the woman says. “Hua Mulan.” Emma takes the proffered hand and shakes it, wincing at the tight grip.

“Any tips?”

“Get Tiana Maldonia on your good side,” Mulan says. “Girl’s the hardest worker I’ve ever encountered but she plays by the rules.”

“I’ve noticed,” Emma says, grimacing, and Mulan laughs, before turning back to Marian.

She is the only staff member free that afternoon and she’s too wound up with nervous energy to attempt to write music so she wanders the halls of the school, getting lost in the labyrinthine corridors. And then, from a distance, she hears music and follows it, as though drawn by some invisible string.

She finds herself outside a room labelled ‘music conservatory’ and rolls her eyes at the pretentious name. The door is open, however, and she finds she can’t quite walk away; it’s the first time she’s seen a classroom at this school that might have something in it to interest her.

Regina Mills appears to teach the music class. She is wearing a pair of abominably sexy glasses, perched on the end of her nose, and holds a conductor’s baton. “From the beginning, 6-B,” she says, raising her baton up. “One-two-three, one-two-three.”

And the class starts to play.

It’s some boring classical shit, not Emma’s style at all. Still, she finds herself transfixed, not by the music, but by the technique. These kids are _talented_. She watches Regina’s son—Henry, she’s figured out from reading through the roll repeatedly—with an acoustic guitar, tongue poking out between his lips as he plucks out chords. He’s good, really good. She’d love to see what he’d do with an electric guitar. Violet has this giant upside down violin that dwarfs her, but she draws the bow across it as though it’s as natural as breathing. There’s one kid—a giant, dark-skinned boy who sits alone in class and whose name Emma hasn’t figured out—whose fingers fly over the keys of the piano. Even Tiana plays the clarinet, cheeks puffed and gaze intent on the score in front of her.

Emma chuckles when Regina’s baton points at Ava, who grins with delight and smashes her cymbals together as loudly as she possibly can.

“Miss Tillman,” Regina sighs. “Honestly.”

“Sorry, Ms Mills,” Ava says. “I got caught up in the drama of the music.” She sounds utterly sincere, but then she looks over at Emma, and crosses her eyes.

Emma stifles a laugh.

“Yes, well,” Regina says, sniffing. “I believe it is time to pack up.” The music room is awash with noise, and she watches Regina go over to Henry, reach out a hand as if to touch his head and draw back. Instead she says something to him and he nods, placing his guitar in its case, and walking away from her to line up by the door.

The bell rings and 6-B depart, a few of them saying goodbye to Emma as they walk past. Emma remains, however, watching Regina, whose shoulders slump, exhausted. She shrugs off her blazer, rolls up her sleeves and kicks off the heels, bending down to rub one of her stockinged feet. Emma definitely does not stare at her ass when she does this, definitely does not find herself transfixed by the fabric growing taut and the outline of a suspender.

Regina straightens, pulling out her phone, and, then the best thing in the world happens. Opera starts blasting from her phone and she starts dancing, swaying her hips and clicking her fingers, singing along to the music in perfect pitch.

Emma can’t help it. She lets out a loud burst of laughter and Regina whirls around; her eyes widen and she scrambles for her phone, turning the music off. “Please,” Emma says. “Don’t let me stop you.”

“Can I help you, Ms Swan?” Regina asks. She’s endeavouring to be frosty but she’s clearly embarrassed, fidgeting with her glasses.

“The kids are talented,” Emma says. “Have you ever thought about letting them play something a little more modern?”

“Their parents do not pay fifteen thousand a year for _modern music_ ,” Regina says, imbuing the term with all the disgust she seems to think it deserves. “Will that be all?”

“Yeah,” Emma says. “See you tomorrow, Regina.”

She hears Regina snap, “Ms Mills,” from behind her but she ignores it, her mind buzzing and whirring with the greatest idea in the universe.

She knows exactly how she’s going to win Battle of the Bands.

**Notes for the Chapter:**

> This should update weekly. Chapter titles taken from tracks from the musical, and the title is from ‘Teacher’s Pet’, also from the musical and film.


	2. you're in the band

She arrives at Storybrooke Preparatory early the next day, before the fancy Mercedes is there even. Today, however, she’s not driving the bug; she has borrowed (or possibly the correct term is stolen) Killian’s van. It’s not like he’ll be using it today; he’ll be far too busy grooming his chest hair and playing some poor foolish girl ballads on his acoustic guitar, the douchebag.

When her students arrive in class, she’s buzzing. She barely slept the night before and has drunk three large coffees this morning and she’s possibly shaking but she’s beyond excited. “So,” she says, staring out at the tidy rows of students. “Why did none of you tell me you could play music?”

Tiana raises her hand. “It’s practically a prerequisite of private education,” she says, the ‘you idiot’ barely managing to remain unspoken.

“Okay, whatever,” Emma says, rolling her eyes. “But you guys are amazing and it gave me an idea, a class project. Rock band!” She pulls the sheet she’s hoisted up down and presents the selection of instruments.

Silence. “Will this be worth extra credit?” Tiana asks finally.

“No,” Emma says. “I mean, yes. I mean, there’s this competition, Battle of the Bands. Plus I guess you’ll get badass college transcripts out of this or something.”

Shocked silence. “You’re not supposed to swear in front of us, Ms Swan,” Violet says.

“Okay,  _ Violet _ ,” Emma says, pulling a face. “Actually, great! Up here. What’s that giant, lumpy violin thing you play?”

“Cello,” Violet says, standing up and coming forward.

Emma hands her the bass guitar. “You hold it like a guitar but it’s basically a cello.” Violet puts the strap around her neck, places the fingers of her left hand in position for a C, and strums. Emma gives her the thumbs up.

“This makes great sound, Ms Swan,” she says, grinning broadly.

“Soon you’ll be playing so hard you’ll make the whole room explode,” Emma says. “Henry Mills!”

Henry stands. “Yes, Ms Swan.”

“Kid, my man, my guitar virtuoso,” she says. “Electric guitar.”

Henry takes it hesitantly. “I’m not sure I’m allowed—”

“My classroom, my rules,” Emma says and, God, she might just be drunk on power. “And I say you can. Give it a try.”

She plays the opening riff of ‘Satisfaction’ on her own guitar and Henry follows along. He’s a little stiff but he’s been playing classical for so long; it’s nothing they can’t loosen out of him. He beams at her. “ _ Awesome _ .”

She remembers her own first electric guitar. She’d been eighteen, had saved up her tips working in a diner for two months, had smiled at so many sleazy dudes until her mouth hurt. And the guy at the dusty music shop on her corner had sold her a second hand Les Paul at a really good price. She’d cried playing the first time, but had never looked back. Never would.

(Fuck Killian for trying to take that away from her, to be perfectly honest.)

She spots Blonde Ponytail fidgeting at the back of the room. “Ava, what are you into?”

Ava shrugs. “Dunno.” She thinks for a moment, twisting her lips. “Burning stuff.”

Emma snorts. “You play percussion, right?”

“She plays the _ cymbals _ ,” Tiana says, imbuing the word with all the distaste she obviously thinks it deserves.

“Because she can’t play anything else,” Henry adds. “Mo—Ms Mills says she’s a menace.”

Ava pokes her tongue out at Henry, before returning her gaze to the drum kit, eyeing it with barely constrained glee. “Come on up, kiddo,” Emma says, handing her the drumsticks. “Give it a bash and don’t worry about getting caught up in the drama of the music.”

Ava doesn’t have to be told twice. “This is  _ amazing _ !” she yells over the thunder of sticks hitting mylar.

“Now, Piano Man, where are you?” She spots him, trying to blend into the background next to Tiana. “What’s your name, kid?”

“Lancelot,” he says, practically whispering, and Emma barely holds back a laugh. Rich kids and their rich kid names.

“Right, Lance, you’re our keyboardist.”

Tiana stands, all four feet four of her, and places her hands on her hips. “And the  _ rest _ of us?”

“We’ll find roles for everyone,” Emma says. “Right, so we need back-up singers. Tiana, how’s your voice?”

“I’m not a back-up singer,” Tiana says, raising her chin in the air. “This is the most haphazard, poorly thought-out project I have ever—”

“Hey, Tiana,” Emma interrupts. “Want to be band manager?”

Tiana pauses mid-rant and grins. “Yeah, okay!”

She manages to find a computer whiz kid to do their tech—a weedy boy called Eric—and two kids who hate music class—Lilo doesn’t approve of classical music apparently, and Shang’s tone deaf—are excited to be security and roadies. Three girls agree to be back-up singers and immediately move to one corner to start choreographing a dance routine. “Yeah, kid?” Emma asks, pointing to a scrawny boy with his hand up.

“Nick Tillman, Ms Swan,” he says. “I don’t have a job yet. Can I be the stylist?”

“Can you be the stylist? Can you?” Emma asks, looking him over. He’s wearing a natty little bowtie with his uniform instead of the standard tie, his hair sweeps over his forehead artfully, and his shoes polished until they shine.

“Sorry,” Nick says after a moment. “ _ May _ I?”

“Yeah, that was definitely what I was going for there,” Emma says, after an embarrassed pause. “Please. Be my guest.” Nick lets out a squeal and pulls a sketch book from his desk.

Leaning against her desk, guitar strapped around her neck, she looks out across the classroom. Every single student is occupied—even if that occupation in Ava Tillman’s case is bashing at the drumkit until her ears bleed. Henry Mills has one of the classroom iPads out and is plucking the chords to ‘Stairway to Heaven’ with an attentiveness she’s not seen from him before. Tiana has pulled a clipboard out of thin air. Violet fiddles with the tuning of the bass. She’s pretty sure that above the cacophony, she can hear Lancelot playing ‘Flight of the Bumblebee’ using the keyboard sound key for the organ.  

She smiles. She can kind of see why Mary Margaret got into the teaching game.

“Ms Swan,” Tiana says, tugging her jacket insistently. “This is totally disorganised. We need a programme.”

“Okay,” Emma says. “Help me shift the desks.”

When they have pushed the desks aside and formed a rough semi-circle, she—or rather Tiana—get the whole class quiet and settled in what Tiana is insisting on calling the Circle of Trust. “Right,” Emma says. “New class schedule. From ten to eleven each day, we’ll have Rock Appreciation. I want us to start by talking about our influences.”

“What does that mean?” Lilo asks.

“The musicians who inspire us,” Emma says. “The people whose sound we want to create. If we’re going to rock Battle of the Bands, we need to have a cohesive sound. So, Cinderella,” she says, pointing to one of the back-up singers.

“It’s Ashley, Ms Swan, and I guess, Katy Perry.”

“Oh  _ honey _ , no,” Emma says, sighing. “Violet?”

“Hayley Kiyoko.”

“Who is that even?” Emma asks, and Violet throws her a grim look. “Come on, guys. Lance, who inspires you?”

“Lady Gaga.”

“Right,” Emma says, after a long, exhausted pause. “I think that’s quite enough. I’m giving you homework.” Ava lets out a loud groan, and several people snigger. “I want you all to go home and search out rock music, listen for your instruments, feel the music. Try Led Zeppelin, Queen, Joan Jett… We’ll get into indie and alternative stuff in the advanced classes. Yes, Henry?”

“Can we pick our own?” he asks.

“Yes,” she says. “But if you come to class tomorrow saying you’ve been inspired by Ed Sheeran I’ll hang you by your ankles out the window.” Henry cracks a smile at that and she’s surprised to find she’s delighted to have been the cause of this.

“And me?” Tiana asks. “ _ How _ is this relevant to my role?”

“ _ How to Win Friends and Influence People _ ,” Emma says. “Read it.” She watches as Tiana scribbles this down in her homework diary. “Now, you’ve got your assignments. Let’s get practising.”

She watches the class for a moment, everyone busily working away. Even Ava is concentrating hard as she beats out rhythm on the practice pads. They’re going to play one of Emma’s songs for Battle of the Bands, something age appropriate, and she’s managed to transpose it so they can learn it in time for the Battle of the Bands auditions.

“Our first run through is tomorrow at nine, sharp,” she yells over the noise. “Be ready to rock!”

She has a chance here and there is no way she’s going to let this slip away from her.

***

Scanning the room before the bell rings the next day, she notices that while most of the class has immediately moved towards their roles in the band, Lancelot isn’t at the keyboards. “What’s up?” she says, sitting down beside him at his desk.

“I don’t think I can be in the band,” he says, looking down at his hands. “I’m sorry, Ms Swan.”

“Is it the music?” she asks. “Did you—God, did you  _ not _ like Stevie Wonder?”

“It’s not—I just don’t think I’m cool enough,” he says, the words coming out in a rush, and Emma has to do everything in her power not to laugh, pinching her thigh desperately.

“Kid,” she says. “Look at me.” He looks up. “You are so beyond cool. Trust me.”

“I have no friends,” he says. “I mean, I hang out with Tiana but that’s just because she thinks the black kids at this school have to stick together if we want to fight white supremacy, or something. I don’t think she actually  _ likes _ me.”

“I promise,” Emma says. “By the time we’re through, you are literally going to be the coolest kid around. People will be  _ begging _ to be your friend. That sound good to you?” He nods hesitantly. “Good,” she says. “Now, limber up those fingers. We need you.”

The feeling in that classroom is electric when they pull it all together. Emma is sweating by the time they’ve run through the song a couple of times, and she can’t wipe the grin off her face. She was right. These kids are geniuses.

“Henry, loosen up those shoulders,” she says. “Violet, give me some bass face.” Violet pulls what can only be described as a duck lip pout. “Ava, easy on the snare during the bridge.” Ava nods, more serious than Emma’s ever seen her. 

“Mongoose Alert! Mongoose Alert!” Lilo screams from the doorway. “The eagle is in the hallway!”

In an instant, the room is packed away, instruments hidden behind the sheet, desks in neat formation. Emma just barely manages to slide her own guitar under her desk and grab the grammar textbook when there is knock at the door and Regina Mills immediately enters. Chairs scrape back. “Good morning, Ms Mills,” they chorus.

“Good morning, 6-B,” she says. “Good morning, Ms Swan.”

“Hey, Regina,” Emma says. She leans against the desk and almost slides off it. “We were just in the middle of some grammar.”

“Well, don’t let me keep you,” Regina says, pulling out a chair and crossing her legs. Emma feels her throat grow very dry at the sight.

“Great, uh, okay,” she says, mind whirring desperately. “So, like, we learn better when we teach, right?” The front row of students nod obediently. “So, Tiana. Get up here and teach us your favourite grammar rule.”

She doesn’t think she’s ever seen a kid so eager in her life to share her knowledge of grammar.

Fortunately, the bell rings just minutes into Tiana’s lecture about the ‘I before E except after C’ rule, which is apparently far too simplified and also cannot really be considered a rule because there are too many counter examples and… “Great!” she says, interrupting. “Class dismissed!” She heads down the back to Regina, who is standing, arms folded, and looking at a bookshelf labelled ‘Best Work Folders’.

“Ms Swan,” she says, as kids file out of the classroom. “Ms Álvarez is concerned at the level of noise coming from this classroom.”

“Oh, sure!” Emma says. “We’ll try and keep it down.”

“Please,” Regina says, and her gaze drifts down to Emma’s shirt, which is patterned with birds and is actually one of Mary Margaret’s, borrowed from her at dinner the night before (Emma had told her she had a job interview and Mary Margaret had literally squealed with delight). “Storybrooke Preparatory parents do also prefer a more traditional mode of teaching,” she added, “as much as Miss Maldonia might relish taking over the class.”

“Sure,” Emma says. “Hey, can I talk to you about a field trip?”

“Substitutes don’t take field trips,” Regina says and the finality in her tone oppresses. She looks across the room and sees Henry still in his seat. “Henry,” she says, and her whole face softens, a smile almost forming on her lips. “How has your day been so far?”

“Fine, Ms Mills,” he says stiffly, not meeting her eyes, and the shift in Regina’s whole countenance would be imperceptible if Emma weren’t watching her closely.

“Well, I’ll let you get to lunch,” she says, and leaves, heels clipping against the linoleum.

Emma stands there a moment, watching Henry who, honestly, looks like he’s on the verge of tears. “You okay, kid?” she asks finally, moving to sit beside him.

He shrugs. “Of course,” he says, and then he smiles, a cruel mimic of a real smile. “I go to the best school in Maine. I have so many opportunities. I have a mother who loves me.”

“I mean, that’s all true,” Emma says.

“She doesn’t love me,” he says. “She used to. Now she’s too  _ busy _ . She doesn’t listen and she doesn’t care and I bet she wishes she never adopted me!” The words come out of him in this horrified torrent and the shock on his face would be funny if it wasn’t so awful.

“Well,” Emma says. “That’s a lot.” She pauses, drums out a beat against the desk. “When did you find out?”

Henry doesn’t ask what she means. “Over the summer,” he says. “I found the papers in her desk.” Then he mumbles, “She didn’t even bother to tell me.”

“I was adopted once,” Emma says and Henry looks at her, eyes wide and wet. “Didn’t stick. They had their own kid, didn’t want me anymore.”

“Are you going to tell me how lucky I am?” he asks.

“No.” She shrugs. “I was just saying.”

His lips quirk into the beginnings of a smile. “You’re pretty weird,” he offers.

“Thanks,” Emma says wryly.

***

Still none of this solves the problem of Regina Mills saying no to even the  _ possibility _ of a field trip. Emma is nothing if not persistent, however.

(Oh how Mary Margaret would laugh if she heard that.)

“So,” she says to Marian over coffee in the staffroom before school the next day. “Tell me about Regina.”

“Does the newbie have a crush on my baby sister?” Zelena, Regina’s receptionist, asks, passing by them with her own cup of tea. “That’s so cute I might throw up.”

Marian laughs and shoos Zelena over to the fridge. “She’s right though,” she says. “You do kind of sound… enamoured.”

“I know, crush on a straight girl,” Emma says. “Sigh, so sad. But Regina?”

“She wasn’t always like this,” Marian says.

“She really was,” Zelena adds, sitting down and stealing the sugar bowl away from Emma.

Marian ignores her. “We were friends back when she was just the music teacher. I barely see her now and when I do she calls me  _ Ms Álvarez.  _ I just want to remind her of Fleetwood Mac and PJ Harvey concerts and dancing on tables and—”

“Whoa,” Emma says, eyes widening. “Regina used to be cool?”

“She had sex in the bathrooms with the drummer from this grungy alt rock band we saw once,” Marian says.

“I wonder how Ursula’s doing these days,” Zelena says, sitting down with them.  _ So perhaps Regina Mills isn’t so straight after all. _ Emma files this very interesting piece of information away for later. “Probably a suburban soccer mom now. Such is my sister’s power to turn anybody square.”

“She’s having a rough time,” Marian says. “You know the trustees are putting pressure on her.”

“You mean my  _ mother  _ is,” Zelena says, and then, grumbling, adds, “Doesn’t mean she has to take it out on us. I’ve had to edit the parents’ night newsletter six times and she’s still not satisfied.”

Emma drowns out their bickering, the beginnings of a plan forming. After school, having confirmed with Henry after recess that he has Creative Writing Club and then fencing (and what are these ludicrous, rich kid hobbies even?) she knocks at the door to the music classroom, where Regina sits, having just finished with 6-B for the day.

Regina looks up, startled. “Ms Swan,” she says. “To what do I owe the pleasure?”

“Say it like you mean it, Regina,” Emma says. “Anyway, I was thinking maybe you and me could go out for a cup of coffee.”

“You and I,” Regina murmurs. Then, she pauses, takes off her glasses. “Coffee? Us?”

“Yeah,” Emma says. “I’d like to get to know you better.” And, while there’s an ulterior motive to what she’s saying, she’s startled to realise she’s telling the truth.

Regina looks flustered for a moment. “I don’t think this is appropriate, Ms Swan.”

“It’s coffee,” Emma says. “What’s inappropriate about coffee?”

“I—” She looks out the window, into the greying light, and seems to come to a decision. “One coffee.”

“Awesome,” Emma says.

Ten minutes later, they are crammed into the front of Emma’s bug, Emma having shoved trash off the passenger seat into the back, and Regina murmurs, “I am already regretting this decision.” She reaches under her butt and pulls out a chocolate bar wrapper. “I should have guessed you owned this death trap. No one else would have the temerity to park next to me.”

Emma grins. “I like the way you say ‘temerity’.”

“Flirt with me one more time, Ms Swan, and they will never find your body,” Regina informs her, and Emma waggles her eyebrows and pulls out. 

***

The Rabbit Hole is a dive bar that The Lost Boys used to play at semi-regularly a few years ago. It’s grungy and worn and a bit sticky and, judging by Regina’s expression, not at all where she had hoped to end up this afternoon. Emma leaves her at their table and grabs two beers.

“And they definitely don’t serve coffee?” Regina asks.

“Sorry,” Emma says, shrugging. “We can go somewhere else.”

“No,” Regina sighs. She takes the neck of the beer bottle gingerly between her thumb and forefinger.

“It won’t bite,” Emma says.

“In this dump, I’m not so sure,” Regina says but she takes a drink nonetheless, grimacing. She has downed half a bottle of beer, when she looks over at Emma and says, “God, I love this song.”

If Emma listens closely she can hear Fleetwood Mac. “They’re amazing, right?”

“I used to—” She stops. “I know you all think I’m some sort of evil queen, but I used to be fun. I used to enjoy music and teaching and being a parent. And now, I’m this. A pathetic, old woman with a son who hates me and a school that’s falling to pieces around me.”

So Regina Mills is a lightweight. Not what Emma would have expected. “Hey,” she says. “You’re not pathetic or old and the school is doing great. And Henry, he’s just confused and upset.”

“He  _ hates _ me,” she repeats. “My mother said this would happen when I adopted him. Children need a mother and father, Regina. He’ll only grow to resent you, Regina.” She mimics a woman who Emma assumes is her mother.

“You know what,” Emma says. “Fuck your mother. I would’ve killed to be adopted by someone like you when I was a kid.”

Regina looks at her for a moment and then, adorably, she starts to giggle. “That is the weirdest come on ever,” she says, through her laughter. “You’re weird, Emma Swan.”

“Your son said the same thing,” Emma says.

“Henry,” Regina sighs and swigs from her bottle. “I thought I was doing the right thing, not telling him.”

“You know,” Emma says, and she feels like the worst person in the world, “there’s this educational experience I really want to take the kids to that would mean the world to him, but I know the school’s policy…”

Regina looks over at her and there’s this expression on her face like she knows Emma’s playing her but also she just doesn’t care if it might get Henry to start loving her again and Emma’s going to really have to lay some groundwork in that student-teacher relationship if she ever wants the albatross of guilt to stop weighing her down. “Fine,” she says. “See Zelena first thing tomorrow for the health and safety forms. Now, can we stop with shop talk?” She downs her drink and yells, “Barkeep! Another!”

“She for real?” Lacey mutters, bringing them both fresh beers.

“Yeah,” Emma says, smiling fondly at Regina, who is tapping out the drumbeat to ‘Dreams’ on the sticky table top. “Yeah, she is.”

“Oh, I love this one,” Regina says when the song changes. “I took my love and I took it down…”

“You’ve got an incredible voice,” Emma says.

“I wanted to be a rock star when I was a child,” she says. “Mother destroyed my CD collection.  _ And I’ve been afraid of changing…” _ She runs a hand through her hair, sings into her beer bottle, smiles over at Emma, lips curved in a way that is just abominably, unbearably, impossibly sexy.

Emma’s gone. Hell, she was gone the first moment she saw Regina Mills, and it scares the hell out of her.

“I should take you home,” she says.

Regina pouts. “I like it here though. No one cares who I am.”

“That’s because no one knows,” Emma says.

“You do,” Regina replies. “But you don’t care.” She reaches out a hand and touches Emma’s forearm, and Emma shivers at the press of velvet fingertips against her skin. “I like that.”

The car ride is silent after Emma gets directions to Regina’s home. Regina stares out the window the whole way, lost in thought, and Emma contemplates turning on the radio but she worries the station might play something like Taylor Swift and Regina might  _ like _ it and then she would have to question all her life choices. “Do you want to come in for a drink?” Regina asks. She is still flushed from the beer, and she’s smiling, open and unguarded.

“I should go,” Emma says, awkward. “I’ve got—”

But then Regina leans forward and the words get stuck in Emma’s throat because Regina kisses her, one hand reaching out to caress Emma’s cheek and she’s warm and her lips are soft and Emma feels the fluttering in her stomach erupt into surging heat. Regina bites at her bottom lip and Emma’s hand reaches up of its own accord and her fingers coil through Regina’s short hair, which is so soft, and everything feels beyond right.

Except—

“Hey,” Emma says, pulling back. “This is wrong.” Her fingers linger in Regina’s hair, the heel of her palm grazing Regina’s jaw.

Regina frowns. “Why?”

“You’re not sober,” Emma says, and it is  _ killing _ her to say this. “I’m an asshole, but I’m not that asshole.”

Hurt spreads across Regina’s face, lips tensing and eyes narrowing, and she wishes she could soothe it but she’s right. This isn’t. “Of course,” Regina snaps. “Make sure you’re on time to work tomorrow, Ms Swan.”

She slams the car door and storms up to the house. Emma watches her leave, the guilt twisting and spiraling in her stomach.

**Notes for the Chapter:**

> Lyrics from 'Landslide' by Fleetwood Mac.


	3. stick it to the man

**Notes for the Chapter:**

> A huge thank you to Lauren for [this amazing graphic.](http://itsswanqueen.tumblr.com/post/157558275287/for-one-long-moment-she-stares-at-the-phone-in)

To Emma’s very real surprise Zelena doesn’t bat an eye when she goes to her, requesting the requisite forms for a field trip. “Ms Mills mentioned you might drop by,” she says, handing her a neat pile of papers, already signed. “Nice work getting around the Evil Queen, by the way.”

“What does that make you?” Emma asks, taking the forms. Regina has already signed them, her signature cramped and untidy. “The Wicked Witch of the West?”

“Something like that,” Zelena agrees peaceably. “Now get going or I’ll get you, my pretty, and your little dog too.”

So Regina hasn’t held a grudge for the aborted make out session. But when she sees Regina patrolling the halls that lunchtime and tries to speak to her, she is rebuffed. “I really don’t have time for more nonsense, Ms Swan,” she says, her pace down the corridors so quick that Emma has to jog to keep up. Regina stops in front of a crowd of students in Emma’s class, gathered around a locker. “Ava Tillman, where on  _ earth _ is your blazer? And roll down your sleeves. You look like a hooligan.”

Ava complies, though she pokes out her tongue and crosses her eyes at Emma when Regina turns away from her and continues her patrol. “I’m sorry about yesterday,” Emma says. The words stick in her throat.

“I do not wish to discuss this,” Regina says, spine stiffening.

“I just—”

But Regina rounds on her, furious, and, grabbing her elbow, she drags her into the nearest classroom. “No,” she hisses. “Listen to me.” Her eyes spark and glint, almost amber in the gloom of the classroom, and she stands so close to Emma that Emma’s remembering everything about that kiss, imagining doing it again, imagining kissing the snarl off Regina’s lips. “You got what you wanted. I don’t take kindly to being played for a fool.”

“I was trying to do the right thing,” Emma says. “Regina, please—”

Regina steps back, chest heaving. “It’s Ms Mills,” she says, and leaves.

Still, Emma can go to class having achieved a victory that afternoon. “We’ve got our audition time!” she says and an excited murmur spreads through the classroom. “So, no time to waste.”

They practise. Tiana gives them copious notes. They practise again. Nick shows Emma initial sketches for costumes. “These look like Liberace threw up,” she says, horrified. There are sequins and feathers and he appears to have drawn her hair into a Marie Antoinette pompadour.

“What would you know about anything?” Nick asks, and straightens his bowtie. “Look at that jacket!”

“What’s wrong with my jacket?” Emma asks, wrapping her arms around herself. She loves the red faux-leather jacket she’s wearing today; she’d needed the extra bit of strength it gives her to face up to Regina. “I like my jacket. It’s protection.”

“It’s pleather, Ms Swan,” Nick says. “ _ Pleather!” _ At her blank look, he lets out a little, high-pitched screech, and stomps his foot. “I am Meryl Streep in a world of Anne Hathaways!”

“Tone it down,” Emma says. “That’s all I ask.”

They practise, and during one of their breaks from rehearsal, they spend time in the sharing circle, figuring out a name. “Ideas?”

Ella raises a hand. “The Happy Endings!”

Emma holds in a snort of laughter at the double entendre. “Don’t think so, kid.”

“Dark Side of the Moon,” Shang suggests.

“Not quite right,” she says. “But you’re heading in a rock and roll direction.” She offers up a high five and Shang stares at her hand like she’s an idiot. “Don’t leave me hanging,” she adds, and so Ava slaps her hand.

Gwen and Lilo have been whispering together, and Gwen raises her hand. She’s a quiet kid, with a solid voice—and Emma is trying not to hold it against her that her full name is Guinevere, but come on! A Guinevere and a Lancelot in the same class? Private schools. “I think we’ve picked a name that works,” Gwen says. 

“Hit me,” Emma says.

“School of Rock,” Gwen says, and then she smiles.

A murmur spreads through the classroom. Emma feels the grin spread across her face. “I think you’ve got it!” she says. 

She’s nervous though, brain spinning with everything that could possibly go wrong. They’ve only been rehearsing for two weeks. The kids are green, totally inexperienced. They could get stage fright and be put off a life of rock and roll for good. She could get caught and end up in prison. Worst of all, Regina would probably be really disappointed in her. And the kids… She shakes her head. “The bridge again,” she says. “Ava, lighter on the snare.”

The night before their audition she is over for dinner at Mary Margaret’s again because her fridge holds one mangy carrot and a jar of peanut butter. She picks at her meatloaf, the food tasting like ash. “Emma, are you okay?” Mary Margaret asks, when she moves automatically to dish up a second helping for Emma and realises she’s still got a plateful. “This isn’t like you.”

“Must be coming down with something,” Emma says, smiling weakly.

“Oh honey,” Mary Margaret says, feeling her forehead. “You do feel warm.”

“I’ll be fine,” Emma says, jerking her head to rid it of Mary Margaret’s hand. The maternal gestures bother her. Mary Margaret sighs and hands Neal another baby carrot.

“I saw Killian at the grocery store after work,” David says. “He said the band is going well. They made the finals for Battle of the Band today.”

“David,” Mary Margaret hisses.

But Emma is surprised to find she doesn’t care that much. She’s got bigger concerns than her douchebag ex-bandmate and his copious chest hair.

Like, for example, Henry having a panic attack on the bus on the way to the auditions. Violet perches beside him, rubbing his back, while he sits with his head between his legs. “He’ll be fine,” she tells Emma. “It’s happened before. My mom says he’s highly strung.”

“No,” Henry says, lifting his head and looking at her. His eyes are puffy and his face is dirty with tears. “I can’t—this—”

“Henry,” Emma says. “You’re the most talented guitar player I’ve met since I went backstage at a Cat Power concert. You’re a genius.”

“I don’t want to disappoint anyone,” he mumbles, staring down at his knees.

She reaches out and lifts his chin. “Look at me, kid,” she says. “The only way any of you could disappoint me is by getting up on stage and playing ‘Wonderwall’.” He chokes out a laugh, and she loosens his tie. “There you go,” she says gently. “Now that’s a rock star look.”

They pile into the warehouse where auditions are being held, dragging instruments and amps with them, and are met by the Battle of the Bands organiser. “This some sort of joke?” she asks, raising an eyebrow.

“No,” Emma says. “This is my band.”

“Well, you’re too late anyway,” she says. “We’ve just filled our last slot.”

“But—”

“Sorry,” she says, and turns away.

Emma finds she is struggling to hold back tears and her voice is hoarse when she turns to the students. “Kids, I don’t know what to—”

“Ms Swan,” Tiana says. “Let me handle this.” And Emma watches with something like terror as Tiana strides over to the organiser. “Tamara, isn’t it?” she says, holding out a hand. “We spoke on the phone.”

Tamara takes her hand, bemused. “Yeah,” she says. “Uh—”

“I’m sorry to have wasted your time, but could I borrow your cell phone to call the bus to take us back to the hospital?”

“Hospital?”

Tiana frowns. “Well, yes,” she says. “Ms Swan has been granting some of us our final wish.” She coughs pathetically. “I’m sorry, my lungs…” she whispers. “Still, I quite understand—”

“Actually,” Tamara says, interrupting. “If you can be set up in ten, I can stick around to hear you.”

Tiana beams. “Thank you so much! Right, band, you heard the woman, get going. Ava, be careful not to overdo it. Your lungs can’t handle heavy lifting.”

Ava limps past Tamara, apparently believing cancer patients walk like Igor in the Frankenstein films. Emma stifles a laugh.

Finally, they’re set up, the stage gloomy, Emma’s nerves rising at every moment because what if she’s fucked this up? What if they’re not good enough? “And, a one, two, one-two-three-four,” she whispers. 

She never should have worried. From the first note, they’re perfect. Ava keeps them going with a quick and steady beat. Violet’s bass pumps. Lancelot’s fingers fly over the keys. The backup singers belt in perfect harmony. And Henry, he plays like he’s been on the stage forever.

Their energy, their youth, their incredible, unbelievable presence is electricity to Emma, who sings like she’s never sung before.

“We’re School of Rock!” she yells at the end, feeling like she could fly. If there had been an audience she would dive into it, attempt crowd surfing. “Thank you and good night!”

The lights switch back on, fluorescent bulbs harshly lighting up the warehouse. Tamara stands and, oh my  _ God _ , she’s grinning. “I’ll see you in the finals next week,” she says.

Tweens can really screech, Emma realises, as the kids leap around the stage, cheering and whooping. Ava leaps onto her back and screams in her ear. “Kid,” she yells above the din. “You’re perforating my eardrum.”

Tamara checks in with her as they’re packing up. “So,” she says casually. “That story from Pintsize over there?”

“Total bullshit,” Emma says.

“Thought so,” Tamara says, and then she smiles. “They’re good for kids.”

“They’re good for anyone,” Emma says proudly.

***

“This is no time to get lazy,” Emma warns them the next day. They are back in the classroom, in their sharing circle for ‘music appreciation’. “That’s the worst thing we could do as a band.”

“But we were great,” Ava says.

“We were,” Emma says. “You all still play like you’re private school kids, though.”

“We  _ are  _ private school kids,” Tiana says.

“Don’t say it too loudly!” Emma says, feigning embarrassment. “People might hear you.” Henry snorts with laughter. “So today’s lesson is about The Man.”

“Which one?” Violet asks.

“Capital M man,” Emma says. “The Man is whoever’s trying to keep you down. The Man is who we fight against with rock and roll.”

“That’s sexist,” Violet says, but Tiana shakes her head.

“The Man can be a woman, right?” she says. “Or a group? Like, the patriarchy or white supremacy?”

“Absolutely,” Emma says. “Ms Mills is The Man. Your parents are The Man. Hell, in this classroom, I’m The Man. So,” she says, addressing the circle, “Yell at me.”

Silence for a moment. Then, “Shut up, Swan,” Henry says. The vitriol is somewhat undercut by him looking over at her, as if to check she’s not mad and letting out a sigh of relief when she grins at him. 

“That’s the idea!” Emma says. “Come on, give it to me! I can take it.”

To her surprise, Lancelot is the next kid to stand up. “You’re rude and pushy and you swear too much!” he yells.

There’s a whoop from the class, and a smile plays across his lips. “That’s the stuff, Lance!”

“You’re a terrible teacher!” Tiana says.

“That’s the idea!” She gets the feeling Tiana really means this, though, which probably shouldn’t sting as much as it does. 

“You smell like butts!” Ava says, and then falls off her seat she’s laughing so hard. Nick rolls his eyes, but helps his sister up.

“Okay,” Emma says. “Weird, but okay. Now, what really gets you down? Violet?”

She thinks for a moment. “Over-scheduling!”

They’re out of their seats now, Emma standing on her desk, and the energy in the room has never been higher. “Lilo!”

“Social workers thinking they know everything!”

“I feel that, girl,” Emma yells back. “Henry?”

“My mom not having time for me,” he yells.

“Yeah!” Emma cries. “Stick it to The Man! Tiana!”

“White saviour narratives in contemporary, popular literature!” she shouts.

“Okay,” Emma says. “Yes. I like your passion! We’re getting into it.” She plugs her phone into speakers and hits play. The sounds of Pink Floyd’s ‘Just Another Brick in the Wall’ flood the classroom. “Get that anger out!” she yells, and starts to dance.

For a moment, all of 6-B stare at her in befuddled unison as she wildly flails her arms about and stomps her feet but then they all scramble up onto their desks, blazers off, arms in the air, energy pumping. 

It might not be ‘O Captain, my Captain’ but it feels pretty damn great.

***

The next day during ‘music appreciation’ Henry raises his hand for the first time. Normally, he lets everyone else talk about the songs they’ve discovered; whether it’s Gwen having found Diana Ross and The Supremes, or Violet expounding the virtues of The Yeah Yeah Yeahs. “Henry?”

“Um,” he says. “It’s not a band, but I kind of…wrote something?”

“You  _ what _ ?”

“It’s stupid probably.” He ducks his head, fiddling with the piece of paper in his hands like he’s going to tear it up.

“Oh, we are so listening to this!” She gestures at Lilo, who grabs Henry’s guitar and hands it to him, shoving it in his face until he takes it from her. “Whenever you’re ready, kid.”

“I can’t sing really well,” he says, but he unfolds the sheet of paper, sticking it on a chair, and starts to play.

His voice is quiet, but it’s enough. It’s more than enough. In her darkest moments, Emma has wondered if she’s really the musical genius she often believes herself to be, but she has never doubted her ability to recognise talent and Henry has written a song that famous guitar players would be excited to have written.

And then when he reaches the second verse, Tiana, of all people, joins in and Emma’s pretty sure she forgets to breathe.

He looks over at Emma expectantly when he finishes and she realises she’s crying. “Jesus  _ fucking _ Christ,” she breathes.

“Uh,” Violet says, but Henry meets Emma’s eye, his gaze serious.

“You really like it?” he asks.

“Kid, you’re a songwriter,” she says. He ducks his head and she can see his cheeks turning pink. “And Tiana? What the hell was that?”

“I could read the lyrics from where I was sitting and I thought Henry might want some support.” Henry nudges her, pleased, but she doesn’t have her usual bluster. This really means something to her, Emma realises.

“When you said you weren’t a backup singer, I didn’t realise—” She stops, a thought formulating. “I think we’ve found our song for the finals, and I think we’ve found our lead singer.”

“But what about you, Ms Swan?” Tiana asks.

“I’ll take over some of the managerial responsibilities, if that’s alright with you, of course,” she says, and Tiana nods, the grin on her face luminous.

At some point it’s become less about beating The Lost Boys into the dust than it is about helping her kids reach their highest potential. She’s not sure when she got infected with Mary Margaret’s relentless selfless idealism, but she’s surprised to find she likes it.

She hopes Regina will like it too.

***

She still has to fix the ‘Regina Mills’ situation though, so she loiters outside her office that afternoon. Zelena has already left but Henry, sitting in one of the chairs at reception and reading a comic, keeps smirking over at her. “You’ve got a crush on my mom, don’t you?” he whispers.

“I would like to speak to her on important teacher business,” Emma informs him. Then, she slides into the seat beside him. “Also, shut up.”

He laughs and the door to Regina’s office opens. “Thank you for coming by,” Regina says from within, though she sounds anything but grateful.

An older woman—terrifying, regal, a bit familiar—steps out of the office. “I mean these things for your own good, and the good of the school for that matter,” she says. “Good afternoon, Henry.”

“Hi, Grandma,” he mutters, surly, and Emma sits up straighter. So this is Regina’s mother. 

“Smile, dear,” she says. “Hasn’t your mother taught you any manners?”

“Of course I have, Mother,” Regina says, moving into the frame of the door. She sounds—and looks—exhausted, dark circles under her eyes and she is making a visible effort to maintain her perfect posture. “Ms Swan, is it urgent?”

“Yeah—yes.” She can’t help but eye Regina’s mother nervously. She doesn’t like the way the woman is staring at her, like she doesn’t deserve to breathe the same air as her.

“Ms Swan,” she says, looking Emma up and down and letting her displeasure show on her face through the barest curl of her lip and wrinkle of her nose. “Custodial staff, I presume.”

“She’s my substitute teacher,” Henry says. “She’s  _ great _ .” Emma smiles at him, touched by his loyalty. 

“Well, I’m sure your mother is pleased to have you enthusiastic about something, dear,” Regina’s mother says, and bends down to kiss his cheek. Emma, still positioned beside Henry, breathes in her perfume, expensive and floral and choking. “I will see you both at Friday dinner.”

“Henry, give me ten minutes and we can go home,” Regina says, and returns to her office. Emma follows her and shuts the door.

“That’s your mom?” she asks.

“Yes,” Regina says. She sits at the desk, opening a file and scanning it. “And the head of the trustees.”

“But she’s white,” Emma says and then wants to shoot herself out of embarrassment.

Regina laughs at this, though the sound is anything but amused. “My father was Puerto Rican,” she says. “Much to her displeasure, I took after him. Now, what can I do for you, Ms Swan?”

“I just want to check, we’re okay, right?”

“So far I have had no parental complaints about your teaching,” Regina says, returning to the file. She picks up a pen and starts to write, though Emma notices her knuckles are white with tension. “If parents’ evening goes well on Thursday, I am certain we shall continue to work smoothly together.”

“You know that’s not what I—wait. Parent’s evening? Is that something I have to be involved in?”

Regina looks up. “Of course,” she says. “You’ll present to the parents the work done by their children, field any questions. I will be there as support, of course, should you need it—and as a parent.” She gives Emma a hard look. “This won’t be a problem, will it?”

“No,” Emma says. “No problem at all.” She leaves, closing the door behind her, and leans against it. “Fuck,” she murmurs.

“I’m still here,” Henry reminds her and she throws one of Zelena’s erasers at him.

***

Parents’ Night is only three days before the finals of Battle of the Bands and the kids are hard at work, rehearsing Henry’s song. Her latest battle is trying to find out from Nick what the hell the kids will be wearing. “I’m not showing you my designs anymore,” he says. “You have no taste.”

“Just no feathers or sequins,” she says, and it’s a little embarrassing to be pleading with an eleven year old but, while she doesn’t have much, she does have her dignity and she cannot let her band go on stage looking like the cast of Mamma Mia. “Please.”

“I make no promises,” Nick says.

She is kept busy though, organising the backstage crew and their transport to the venue and putting together a presentation for parents’ night. Tiana has left very helpful notes, though she wishes they weren’t in a notebook with sparkly unicorns on the cover.

She has so much to do she has even taken to working in her classroom after the school day is through, and it is there, the day before parents’ night, that Regina finds her. “Hey!” Emma says, smiling, because it’s the first time Regina has approached her since the drunken kiss and she can’t help but hope this is a sign of good things to come.

But Regina’s words put paid to that idea swiftly. “A  _ rock band _ ?” she hisses.

“What?”

“Instead of English and math and humanities, you’ve got them wasting their time in a band? I just had Nick Tillman’s father on the phone asking why his son was sewing sequins onto a blazer.”

“Damn it, Nick, I said no sequins,” Emma mutters and then she realises that the world is crashing down around her. “Look, I can explain—”

“Are you even qualified to teach?” Regina asks, and then she looks at Emma for the first time since she has entered the classroom and has to reach out to grab the desk. “Oh God _. _ Mother  _ thought  _ you were suspicious but I ignored her. You’re not Mary Margaret Blanchard, are you?”

Emma contemplates lying her way out of this, but she can’t. She’s fired anyway, and the least she can do is not irretrievably ruin Mary Margaret’s teaching reputation in Maine while she’s at it. “No,” Emma says slowly. “I’m not.”

Regina sways but when Emma reaches out to steady her, she backs away. “Who—”

“She’s one of my best friends. I was staying there because my power was cut off and I answered the phone and the money seemed too good to resist and I am so fucking sorry.”

“Get out of my school,” Regina hisses.

Emma grabs her bag and jacket. At the door she pauses, however. “These kids are rock geniuses,” she says. “Ava might be troubled or whatever the school has labelled her but she’s an inspired drummer. Lancelot’s shy but he’s a genius on the keys. Tiana’s so diligent and tenacious she could be president one day, and she’s got the voice of an angel to boot. Violet’s bass playing could shred your face off. Henry—”

“Don’t you  _ dare _ talk about my son.”

But in for a penny, in for a pound, right? Emma barrels on. “Henry’s remarkable. He can pick up whole songs having heard them once and he can  _ write _ , Regina. He has so much to say, and you just need to listen.”

Regina turns to her, and if Emma had thought she was intimidating once, it’s nothing to how she looks now, eyes dark, upper lip curling into a snarl, breathing shallow. “If you do not get out of my school in the next three minutes, I will call the police.”

She doesn’t take anything when she leaves, just gets into the bug and drives. She manages to make it down the road before the tears start and she has to pull over to the side of the road.

She’s always been selfish, often it was the best way to survive, but she’s not even sure if she’s crying for herself right now. 


	4. where did the rock go

There is no sense dwelling, she tells herself as she clears dirty plates from a table at Granny’s diner. She’d gone in there the afternoon Regina kicked her out of Storybrooke Preparatory for two purposes; the first was to drown her sorrows in hot cocoa, and the second was to beg for a job. A few years back, she’d done a favour for the titular owner, Granny, had found her runaway granddaughter for her, and so when she’d asked, Granny had offered her a waitressing gig. “It’s temporary, mind,” she’d said. “Ruby’s back from college over the summer and I can’t afford to pay you both.”

“That’s fine,” Emma had said. 

(She’s thinking of moving, perhaps somewhere with sun. She’s always liked the idea of Florida. It’ll probably be difficult to have a rock band in Florida since everyone is retired, but she finds she’s not as upset about that as she might have been once. 

Maybe she’ll get good at bingo or shuffleboard.)

There’s no sense dwelling, she tells herself over roast chicken at Mary Margaret and David’s on Sunday night. Mary Margaret raises a glass. “To your new job!” she says, clinking her wine glass against Emma’s. She sounds far too enthusiastic about Emma’s diner job, to the point of being patronising, but Emma knows it’s not enough. She only managed to get her first paycheck from Storybrooke Preparatory before Regina kicked her out, and there’s not enough money in waitressing to pay her power company. She’s going to lose the place eventually, and it’s no more than she deserves.

“And to yours,” David says, smiling over at his wife. Because, of course, Mary Margaret has been offered the work at Storybrooke Preparatory. She knows nothing of Emma’s three weeks there, only that the substitute was found wanting, and she is so excited Emma cannot help but be pleased for her, smiling and echoing her ‘cheers’, even as she feels the lump in her throat bloat and expand.

There’s no sense dwelling, but she does it anyway. 

She’s in a particularly grouchy state the day before the Battle of the Bands, breaking several plates and snarling at a customer who complains about their coffee being too hot. “Hi,” she says, not bothering to look up at the table. “I’m Emma. Can I take your order?”

“Emma?” She looks up to find Marian Álvarez sitting in the booth in front of her, along with a kid, probably no more than four, scribbling with crayons in a dinosaur colouring book. “Oh my  _ God _ .”

Looking at Marian’s still perfectly pressed maroon blouse and coiffed hair, Emma becomes increasingly aware of her own greasy hair and the kitschy white apron. “Hey,” she says, smiling weakly. “Do you—”

“Regina told me,” she says, then adds, at the horror dawning on Emma’s face, “no one else knows. Zelena, I guess. But, for whatever reason, Regina doesn’t want to destroy you.”

Emma, unable to forget the look on Regina’s face as she snarled at her to get out of her school, is not so sure. “I’m glad you and Regina are friends again,” she says. When she taught at Storybrooke Preparatory, she’d been on an even keel with Marian—and the rest of the staff. She doesn’t know how to speak to her now, and Marian is guarded, her expression hard to read.

“I don’t know if I’d say that exactly,” Marian replies. “We talked. Roland, sweetie, be careful with the table.” The kid ignores her, pressing harder with a green crayon on the paper, his tongue poking out in concentration. “I’m sorry,” she says, scraping at a fleck of waxy crayon with her fingernail.

“It’s fine,” Emma says, shrugging. “Easy enough to clean off. What can I get you guys?”

“Coffee and a hot cocoa,” Marian says. “Thanks.”

“It’ll be right out.” She returns to the counter, putting the order in, and reaching up to grab napkins; the napkin holder at Marian’s table was looking low.

“Emma.” She spins around to find Marian at the counter. “The kids miss you.  _ She  _ misses you.”

It’s a humiliating experience to find yourself one kind word away from a storm of tears. She takes in a gulping breath. “I miss—”

“Yeah, okay,” Marian says, holding up a hand. She returns to her son and doesn’t look over at Emma again.

***

The next day is grim. She desperately tries to keep her mind off the Battle of the Bands but her shift finishes at three and Granny flatly refuses to let her hang around—even when she offers to volunteer her time. “Swan, get out,” she says.

So Emma gets out. She trudges home, having walked to work to save on petrol. It’s grey out, the sky hidden by a thick cloak of grey, and Emma briefly thinks it’s, like, a metaphor for her feelings, before dismissing it as a ridiculous cliché. Henry would be ashamed of her.

The hot water is back when she gets home and she turns it up to scalding, trying to burn out her thoughts beneath the pounding water. She can’t dwell. She has to move on. God knows Re— _ the kids _ will have. The hot water runs out and she shrieks at the current stab of cold. Then, she towels off, pulls on her oldest, rattiest sweatpants, burrows under her duvet, and sticks her headphones in.

Fleetwood Mac. She contemplates switching but, no, she deserves this.

She doesn’t know what Regina told the parents. All she knows is that she hasn’t been arrested or run out of town and that Marian seems to think she won’t be, and she supposes she should be grateful for that.

She doesn’t hear the knocking at first, not until it grows more insistent, the sound coupled with thumping against her bedroom wall from her next door neighbour.

Pulling her headphones from her ears, she frowns. “God, give me a second.” She pulls a sweatshirt over her tank top and slouches to the door, opens it, and sees…nothing. Then, she hears Nick’s beleaguered, squeaky voice. “I have got my work cut out for me.”

She looks down. Fifteen pre-teens are crowded into her hallway, dressed in blinged out versions of their school uniforms. “These yours?” her elderly neighbour asks. “They’re making a racket.”

“Sorry,” she says and he retreats back into his apartment. “Well, come in, I guess. Make yourselves comfortable?”

“Why aren’t you ready?” Tiana demands. She’s holding her clipboard, and straightens her sequined headband. “We have to be there in half an hour.”

“I’m sorry, what?” Emma asks. Nick has climbed up onto a chair and is braiding her hair. She shrugs him off and he slaps her shoulder. “Ow! Jesus, kid!”

“Battle of the Bands,” Violet says, a ‘duh’ expression on her face and a streak of purple in her hair that Emma really hopes is clip on.

“Oh, kids,” Emma says, sitting down on the edge of her bed. “I’m sorry but we can’t.”

“We’ll go without you,” Tiana says, shrugging.

“We blackmailed Zelena to drive the bus,” Henry adds. His school tie is tied around his head like a tiny drunk lawyer.

“And my ukulele skills transfer really well to electric guitar,” Lilo adds, wearing the omnipresent dark glasses she and Shang had decided early on were necessary in order to be security. “So you don’t even need to play rhythm for us.”

“But we’d really like our manager to see our first concert.” This is from Lancelot who appears to be wearing some sort of chain mail vest.

“Your  _ manager _ ?” She stares down at them. They’re so unbearably earnest, shining faces staring at her. “Kids, I’m nothing.”

“You’re not nothing to us,” Tiana says and the combination of matter-of-fact and sincere is almost too much. Ava makes a puking sound.

“Ms Swan,” Henry says, sitting down beside her and nudging her with his shoulder. “You listened to us and you believed in us and because of that we’re a band. And you’re part of this weird band family.”

“You’re the dad,” Violet says, and Henry pulls a face.

“I don’t know what to say,” Emma says, sniffing. He wipes her eyes on her sleeve, feeling tears seep into the fabric. “I’ve never—”

“Yeah, okay,” Ava snaps. “We don’t have  _ time!” _

And Emma makes a choice. “Give me two minutes,” she says, and rushes to her room to change.

They are out the door in five minutes, and a much put-upon Zelena sits at the helm of the yellow school bus in front of Emma’s building. “Don’t talk to me,” she says when Emma gets onto the bus.

“You’re a beautiful ray of sunshine,” Emma says, pulling her into a one-armed hug.

“I will crash this bus,” Zelena warns, and Emma takes a seat, pinching herself to stop the grin from spreading.

***

She has forgotten, of course, how much the kids would stick out in the green room. A smirk seems to circle the room on the faces of hardened, adult rockers. “Thought this was Battle of the Bands, not some cheesy teen movie,” someone mutters. 

However, to their eternal credit, the kids ignore everyone not directly related to School of Rock’s performance. Nick drafts Zelena into doing makeup. “Glitter,” he says. “And don’t skimp.” Muttering under her breath about dictatorial little monsters and the perils of private education, she nonetheless attacks Henry with glitter gel while he’s trying to tune his guitar.

Ava, Emma is horrified to discover, has given herself an undercut. “Your father’s going to kill me,” she says, staring at the shaved section of hair.

“He took me to get it,” Ava says. “He says rock music is a healthier obsession than arson or watching WWF wrestling ‘best of’ videos of youtube and he’ll support it, even if it means an alternative lifestyle haircut, whatever that means.” She pauses, fluffing her hair in the mirror. “Ms Mills might kill you though,” she adds and smiles slyly. 

Emma smiles back, though it feels false. “Too late for that I’m afraid,” she says. “Tiana, you ready?”

“Swan?” There’s a voice from behind her, a voice she hasn’t heard in several weeks, a voice she would have been happier never to hear again. She turns to find Killian in the doorway of the green room, decked out in leather, his vest baring an obscene amount of chest hair. “This is a new low, even for you.”

Looking at him, she doesn’t feel the rage she’d have expected, or the embarrassment. She feels… nothing? Somehow, after everything that has happened The Lost Boys have become insignificant. “Killian,” she says, raising her eyebrows. “Nice vest.”

“Couldn’t find band members your own age?” he asks, and smirks.

She opens her mouth to answer, but Violet gets in first. “Who’s the punk with the chest hair?” she asks, standing at Emma’s shoulder.

“The lead singer in my old band,” she says.

Violet looks him up and down. “You traded up, Ms Swan,” she informs her. “Now, come on, Nick’s got something for you.”

“I shudder to think,” Emma says. “Good luck out there, Killian.” She doesn’t look back. She’s found her family; she’s not a Lost Boy anymore.

“I’ve got your costume,” Nick informs her.

“I’m not going on stage though,” Emma says, confused.

He hands her a garment bag and she opens it, and just when the hell did she become a person who cries at everything? He has customised a jacket for her, School of Rock spelled out in diamantes on the back. “I thought I’d make you some cooler protection,” he says.

She shrugs on the jacket, wrapping her arms around herself and smiling. “School of Rock, you’re up next after The Lost Boys,” a runner yells into the Green Room.

“Okay, guys, let’s hustle,” she says, and they file backstage, crowded in the wings.

The Lost Boys are on stage and she supposes they’re pretty good, though why Killian chose ‘I’m Too Hot for You’ as their Battle of the Bands song she’ll never know, when he basically has her entire back catalogue. Henry looks at her with something like disgust. “You were in a band with that douchebag? I used to respect you.”

She shrugs and tugs at the school tie looped around his head. “You never respected me, weirdo.”

The song draws to a close and applause roars from the audience. The curtains close, and the kids run on stage. Emma moves to help them but is distracted by someone yelling at security. “I will have you all arrested for kidnapping my son,” Regina yells, vein in her forehead pulsing and hair a frizzy mess. “And just where the hell is Emma Swan?”

Henry looks back and sees his mother and his face just freezes in panic. “Emma—”

“Kid, I’ll handle it. Just focus on being brilliant.” She wraps an arm around him and squeezes. “Go. Go go go.” Henry runs back to his guitar and Emma looks over at the scene erupting ahead of her.

“I don’t care what your boss says,” Regina is still yelling at the security guard when Emma approaches. “I’m the principal of the school and I need—”

“Hey,” Emma says, interrupting. “She’s cool.”

The guard steps aside and lets Regina through. “This is a new low even for you, Ms Swan,” she says. “Kidnapping children? There is an army of parents in the audience, furious.”

“Hey!” Emma says. “The kids kidnapped me. They want to be here, Regina, and they’ve been working really hard for it. Just let them play.”

Regina bristles, cat-like and snarling. “I certainly will not—”

“The curtain’s opening,” Emma hisses. “Please don’t ruin the debut of your son’s first ever song.”

“My son’s song?”

“Please, just listen to him,” Emma says, and she’s pleading now.

She stands to the side of the stage, behind Nick and security. Henry looks over and she gives him the thumbs up, before crossing her eyes at Ava who is looking vaguely green. “Oh, hey, Ms Mills,” Nick says, looking up at them and then returning his gaze to the stage.

“Hello, Mister Tillman,” Regina says. Then, she whispers, “Blue eyeshadow?”

“His choice,” Emma whispers back. “Now, shush.”

“We’re School of Rock and this song was written by our lead guitarist, Henry Mills!” Tiana yells into the microphone.

And Henry starts to play, the sound crackling to life, a spotlight hitting him. The chords echo in her very bones and she holds her breath. She feels Regina stiffen beside her. Ava comes in with the drums, face more intent that Emma has ever seen it. And then Tiana starts to sing.

“Baby we was making straight A’s, but we were stuck in the dark days…”

Their backstage crew are dancing like idiots and Emma joins in, her smile so broad her cheeks hurt. She thinks she can see a black woman in a pantsuit and pearls who bears a striking resemblance to Tiana at the front of the stage with a hand to her mouth, eyes shining.

She doesn’t dare look back at Regina.

“And could I please have the attention of the class? Today’s assignment…” Tiana sings.

“Kick some ass!” the three back-up singer return, and a strange sound comes from behind her, like Regina might be…laughing?

Henry looks over at his solo and Emma nods, mouthing, “You got this.”

And he does. She doesn’t know why she ever thought Henry was shy. He owns that stage like he was born into it. He’s a clown. An actor. A  _ rockstar _ .

When they finish the applause is like nothing Emma has heard before. The kids stand, chests heaving, grins wide. The curtains go down, and she is ambushed by a bunch of pre-teens, enveloped in hugs, hair gel and glitter being rubbed off on her tank top and jacket. “You were  _ amazing _ ,” Emma says, above the din. “Now, pack off the stage!”

Only Henry is left and she watches as he looks uncertainly at Regina. “Mom?”

Regina’s eyes are wet and her lip is trembling. “Oh my darling,” she says and kneels, her arms out to him. “I am so proud of you.”

Henry runs at her and hugs her fiercely. She pulls back, wiping at his eyes with the sleeve of her blazer. “Eyeliner?”

“Aunty Zelena helped me,” he says, and he laughs, the sound wet.

“Next time, I’ll do your makeup,” Regina says. “Your aunt has no subtlety.”

“They’re announcing the winners,” Tiana says, with a squeak, and they gather together. Emma is clutching Lancelot and Violet’s hands and Ava has her arms around Tiana. 

The sound from the crowd dims. “Y’all are rockstars,” the head judge says. “But there has to be a winner. And that winner is… The Lost Boys.”

A hollow feeling settles in Emma’s stomach, like she hasn’t eaten in a week or has just thrown up everything. After all that work she lost to those assholes? Killian and the band push past them onto the stage and she wants to vomit at the smell of cheap pleather and B.O. “This is an outrage,” she hears Regina say, furious.

“Ms Swan, I’m sorry,” Ava says, head resting against Tiana’s shoulder and shoulders drooped, and she snaps back to reality.

“You have nothing to be sorry about,” she says. “You were astonishing.”

“But we didn’t win,” Tiana says. “What’s the point if we didn’t win?”

She looks at Regina, desperate for someone more measured to give a speech about it being the taking part that’s important, not the winning, but Regina is busy ranting about ‘travesties’ and ‘over-rated pop stars who mistake fake leather and chest hair for rock and roll’. Then, she hears the  chanting from the audience, growing louder by the moment. 

They’re not chanting for The Lost Boys. They’re chanting for _ them _ .

“Kids,” she says. “Hear that?” Slowly, grins start to emerge on the faces around her. “ _ That’s _ winning. Now let’s get back out there and give them a show!”

***

They decide to leave the bus at the venue. Or, rather, Zelena flatly refuses to drive it back to the school and instead hitches a ride with Tiana and Tiana’s very attractive mother. One by one, Emma farewells exhausted, beaming children and their parents.

“This has really brought Lancelot out of his shell,” Lancelot’s father says. “You will be continuing these extra-curricular classes, won’t you?”

So  _ that’s  _ the lie Regina told the parents. “I’ll definitely be in touch,” Emma says.

“Emma!” Henry says. “Do you need a ride home?” He’s standing with Regina.

“If it’s okay with your mom,” she says. Regina just nods, and so she follows them to the car.

Henry talks incessantly for half the drive, barely giving Regina and Emma the opportunity to respond. It’s like he’s making up for a year’s worth of grunted responses and refusal to talk to his mother. Then, about halfway back to Emma’s apartment, he sighs deeply, says, “That was the best night of my life,” and promptly falls asleep, snoring lightly.

Emma looks over at Regina, who is smiling, her face soft in the light from the moon. “He’s a good kid,” she says.

“The best,” Regina agrees, negotiating the silent streets. “I—thank you.”

“He’s a good kid because he’s  _ your _ kid,” Emma says. “You did that.”

Regina shrugs but her smile spreads across her face again and, God, Emma wants to kiss her desperately. “I am so proud of him,” she says and Emma nods. They pull into her street.

“Just here is fine,” Emma says. “I’m across the street.” Regina parks in a free space. “Thanks.”

“It was Henry’s idea.”

“No,” Emma says, and she touches Regina’s arm. “You could have destroyed me, and you didn’t. I don’t know why but I appreciated it.”

Regina’s hands clutch the steering wheel. “I will have someone return the instruments to you tomorrow.”

Emma should be getting out of the car, should stop pushing her luck, not when they’re actually getting on, but she can’t bring herself to leave, not without asking. “Is there any chance?”

“I don’t think so,” Regina says. She smiles, but her eyes are sad, regretful. She unclips her seatbelt, leans forward, and presses a kiss to Emma’s cheek. Her lips are soft as velvet against Emma’s skin and her eyelids flutter shut, her breath stops, her heart beats so loudly in her ears. “Good bye,  _ Emma _ .”

“See you around, Ms Mills,” Emma finds herself saying. She stumbles out of the car and watches the Mercedes pull away, one hand touching her cheek where Regina Mills’ lips have branded her.

**Notes for the Chapter:**

> Lyrics from 'Teacher's Pet'. Listen to it. It's great.
> 
> Sorry about the delays. Depression is ace!


	5. time to play

**Notes for the Chapter:**

> Just a short epilogue.

“Mary Margaret, did you tidy away the expansion proposal again?” Emma asks, storming into the nursery. “I can't find it anywhere and I am  _ suspicious _ .” Of course, she has forgotten Mary Margaret teaches a class now and so instead of confronting her friend alone, she finds herself facing twelve disgruntled five year olds, each brandishing a ukulele or a recorder. “Sorry! I’ll come back later.”

“See that you do,” Marian’s evil son says, holding his recorder like a mace. 

“Roland,” Mary Margaret says from her tiny seat beside an incredibly ginger-haired child cuddling a ukulele like a teddy bear, her tone soft but firm. “We've talked about using our manners with  _ everyone _ .” The kid scowls at Emma like it's her fault he got mildly told off and she quickly escapes into the hall. Small children still terrify her, and none more than Roland. She's glad Mary Margaret is good with them or they'd have been run into the ground their first week open. 

It has been six months since she fraudulently took a job at Storybrooke Preparatory, and she has been busy. Lancelot’s father had given her the idea actually, with his comment about extra-curricular lessons. You might need a teaching license and a degree and all sorts of boring-ass years at college to teach at a school, but to set up a business? You just needed money and an awesome plan. She couldn’t do it alone though. So she’d had to tell Mary Margaret everything.

“You did  _ what _ ?” It was the first and only time she’d ever seen Mary Margaret Blanchard angry, Emma had reflected. Blotches of pink had formed high on her cheeks and her lips had tightened into a thin, furious line. 

“I know, terrible person, awful, the worst, clap me in irons,” Emma had said. “You can never speak to me again after this but my idea is legit. I have a business proposal and I think it could really be something.”

Mary Margaret had looked at her for one long moment and Emma hadn't been able to read her expression. “I’m listening,” she had said eventually, crossing her arms. “Impress me.”

And shockingly, for the first time since, well, forever, Emma had. 

They’d gotten a small business loan, enough to rent a space with several rooms and a small reception-cum-staff room. With Mary Margaret on board, they could run an early childcare and music appreciation centre, leaving Emma to teach the extra-curricular rock band classes for all the kids old enough to actually handle halfway decent instruments. 

And here she is now. A success story. The local paper had even interviewed them the other month; some wannabe-film noir journalist called Sidney Glass had shown up and turned his nose up at the place. 

(She'd thrown Tiana at him and they'd ended up with a rave. Emma is pretty sure the kid’s going to run the world one day, and she's definitely sure she's more than okay with that.)

She sits down at the front desk, location the expansion proposal underneath her own coffee mug, which is something she will  _ not  _ be telling Mary Margaret, and looks at the wall across from her, the logo designed by Nick hanging high on the wall. The School of Rock. She smiles. The door slams open.

“Hey, Ms Swan!” Gwen says. “Tiana’s just teaching her mom to parallel park properly or something.” And, hanging her school bag on one of the child-height hooks, she heads into practice room one, from where Emma can hear Ash warming up her voice, accompanied by Lilo on the ukulele. 

Violet comes in next, bass slung over her shoulder. “Hey, Miss!” she says. At Emma’s pointed look at the bright pink streak in her dark hair, she adds, “Don’t worry, Miss, I  _ swear _ this one’s clip on.”

Emma laughs. “Get tuned up. We’ve got a lot of work to do if we want to be ready for your first paying gig.” Violet grins; she’s been particularly excited about playing the Middle School graduation next month.

Her Storybrooke Preparatory grade six students are officially her advanced class, and unofficially her favourites.

(I mean, she has been told countless times by Mary Margaret that she cannot have favourites as a teacher, which Emma can't help but find hypocritical when Mary Margaret clearly favours Neal when she teaches Tots Do Rock. She's said as much before and Mary Margaret has only ever rolled her eyes. “He is my  _ son _ , Emma."

“That makes it even worse,” Emma had said. “It’s nepotism.”

“Do you own a dictionary?” Mary Margaret had asked.)

Aside from her favourite group though, the business is successful enough that she’s kept busy with a variety of rock groups, from kids learning the basics through to a group of seventeen year olds from Storybrooke’s public school who she’s coaching for a high school rock band competition at a reduced rate.

They are looking at expanding their space and Emma could not be more proud of herself.

“Emma!” It’s Henry and, behind him, Regina. She seems more relaxed somehow, shirt sleeves rolled up and her lipstick is less dramatic than usual. Emma stands abruptly. 

Marian Álvarez, during their weekly, weirdly coded chats while she waits to pick up Roland, tells her that Regina seems to be relaxing, to be settling into her job. “We catch up for coffee on Fridays after school,” she’d said last week while Mary Margaret spoke to Roland about blowing his recorder in people’s ears. “Standing date. It's almost like old times.”

“Hi, Ms Mills,” Emma says, feigning cool. The impression she’s going for is immediately punctured when she knocks the stapler off the desk and onto her foot. She swears, bending to rub at her abused toe. “Henry, most of the group are here if you want to go and get set up.”

“Okay,” he says, looking between the pair of them and grinning.

(He knows how Emma feels. “I wasn’t actually asleep in the car,” he’d said. “I can't believe you even bought that. Besides, you’re like a puppy around her. It's so obvious.”)

“You normally wait in the car,” Emma says when Henry has finally finished waggling his eyebrows at his mother and Emma in turn and the door to practice room one has swung shut. “Is there something I can help you with?” She moves to the filing cabinet, looking through for the Mills account. Perhaps Regina wants to pay in advance.

“Actually, yes,” Regina says, and there’s something in her voice that makes Emma look up only to find her standing close, blocking Emma’s exit from behind the desk. “I was wondering if you were available tonight.”

“Does Henry need a bit of extra time? I know he’s got an audition coming up—”

But Regina interrupts. “Henry’s having a sleepover with Lancelot tonight.”

“Then, what?” Emma asks. Regina is so close her perfume and her lips and her  _ everything  _ is overwhelming, clouding Emma's brain into a thick, stupid soup.

“Oh for God’s sake,” Regina snaps, running a hand through her hair. “I’m trying to ask you out to dinner, you idiot.”

“Well you’re doing a terrible job at it,” Emma grumbles. Then, “Wait, what?”

Regina rolls her eyes. “Now she gets—” but she is cut off by Emma, who kisses her, pressing her up against the desk. Regina emits a startled sound and clutches Emma’s lower back—no, that’s her butt. Heat burns in the pit of her stomach and she presses against Regina, hands pushing up the insanely sexy pencil skirt, fingers digging into her thighs. Regina responds by pulling Emma closer.

She is so fucking gone. 

“Well,” Regina says, when they part. Her voice is breathy and lipstick has smeared around her mouth, which Emma is certain must be mirrored on her on face. “Do you do that with all your students’ parents?”

“Yeah,” Emma murmurs. “Hooked up with Marian last Friday. Wanna do it again?”

Regina nods and Emma loses herself in the silk of Regina’s thighs, the press of her velvet-soft lips, the something-subtle scent of her.

“Hem hem.” Emma opens her eyes to find the entire band staring at them. Tiana is tapping her patent leather shoe against the carpet, arms folded, and Emma is reminded of too many foster parents meeting her at the door when she tried to sneak back into the house. 

“Hey, Ms Mills,” Ava says, grinning widely.

Regina straightens up, pulls down her skirt, pats her hair (which, Emma is pleased to notice, does nothing to calm it). “Miss Tillman,” she says. “I hope you attended your detention today.”

Ava looks like she is about to make a lewd comment and, having been on the receiving end more times than she cares to count, Emma interrupts. “Back in the practice room. I’ll be there in two minutes.” She meets Henry’s eye. He’s smiling and she rolls her eyes at him.

The kids file back, though not before Ava holds up her hand for a high five and is dragged away by Tiana. 

“Well,” Emma says, shuffling her feet. 

“Well,” Regina responds, and then she laughs, the sound light and clear and freeing. 

“What made you change your tune?” Emma asks. “Six months ago it was all ‘no, Emma, I won't date the woman who pretended she was a teacher and potentially put my own job on the line’ and now you’re caressing my butt in full view of many pre-teens.”

“You haven't done anything too idiotic in six months,” Regina says, shrugging. “Extrinsic motivation is not a particularly sound teaching method but it does serve its purpose.” Just as Emma’s terrible, awful brain is conjuring all sorts of fascinating images of rewards Regina could give her for not being the literal worst for six months, Regina continues. “I missed you. You make me feel like everything is possible and I love that.” 

“Oh,” Emma says dumbly. “Cool.”

“I’ll see you tonight, Ms Swan,” Regina says. And she presses a soft kiss to the side of Emma’s mouth, before whispering, “The Rabbit Hole, a rock concert… I think we can call tonight our third date, don’t you?”

Emma watches her leave, dazed, before entering the practice room. “Not a word,” she warns. “And I want to hear a run through of ‘Stick it to the Man’, no sloppy fingering from any of you terrible miscreants.”

“We’re rockstars,” Henry says, grinning as broadly as he did the night they lost Battle of the Bands. “We’re  _ supposed  _ to be miscreants.” 

“Dork,” Emma replies. 

“Money in the ‘Ms Swan Is Being Mean To Small Children’ jar,” Tiana says and, sighing, Emma fishes into her pocket and finds a single.

“I still don't think this jar is fair,” she grumbles. “Now, let’s get started.”

Ava grins and raises her drumsticks. “One, two, a-one-two-three-four!”

The band starts to play. 

**Notes for the Chapter:**

> Hi. So. Thank you. Just a quick note, but it's important for me to say, I think, even if no one cares. Posting fic has triggered a huge amount of anxiety and stress in me over the past year--instead of being something that was helping me feel sane--and I need to step back completely from it. I don't know if I'll write fic again; maybe I'll miraculously start to feel better and come back in like a month, who knows? But I really don't see it happening and I'd really appreciate it if no one asked about what I was writing next.
> 
> I have loved the incredible support and guidance of this community so so much over the past few years--the people who have reviewed and recced and made art, the beautiful stories I have read (and look forward to continuing to read) and the amazing friends I have made--and this was a really heartbreakingly difficult decision to make but I have to for my own mental health (edit: and just to totally 100% clarify has nothing to do with people being ungrateful or greedy or anything--swen have been more kind than my stories deserve). I'm sorry.


End file.
